UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-35054

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)

    

Delaware	27-1284632
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

539 South Main Street, Findlay, Ohio 45840-3229

(Address of principal executive offices) (Zip code)

(419) 422-2121

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	MPC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☑        Accelerated filer ☐    Non-accelerated filer ☐     Smaller reporting company ☐

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  ☐   No  ☑

There were 352,330,482 shares of Marathon Petroleum Corporation common stock outstanding as of April 26, 2024.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)	7
	Notes to the Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	45
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPC,” “us,” “our,” “we” or “the Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.

1

Glossary of Terms

Throughout this report, the following company or industry specific terms and abbreviations are used:

ANS	Alaska North Slope crude oil, an oil index benchmark price
ASU	Accounting Standards Update
barrel	One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARB	California Air Resources Board
CARBOB	California Reformulated Gasoline Blendstock for Oxygenate Blending
CBOB	Conventional Gasoline Blendstock for Oxygenate Blending
CEC	California Energy Commission
EBITDA	Earnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPA	U.S. Environmental Protection Agency
FASB	Financial Accounting Standards Board
GAAP	Accounting principles generally accepted in the United States
LIFO	Last in, first out, an inventory costing method
mbpd	Thousand barrels per day
MEH	Magellan East Houston crude oil, an oil index benchmark price
MMBtu	One million British thermal units
NGL	Natural gas liquids, such as ethane, propane, butanes and natural gasoline
NYMEX	New York Mercantile Exchange
RFS2	Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RIN	Renewable Identification Number
SEC	U.S. Securities and Exchange Commission
ULSD	Ultra-low sulfur diesel
USGC	U.S. Gulf Coast
VIE	Variable interest entity
WTI	West Texas Intermediate crude oil, an oil index benchmark price

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Marathon Petroleum Corporation

Consolidated Statements of Income (Unaudited)

	Three Months Ended  March 31,
(In millions, except per share data)	2024		2023
Revenues and other income:
Sales and other operating revenues	$	32,706	$	34,864
Income from equity method investments	204		133
Net gain on disposal of assets	20		3
Other income	281		77
Total revenues and other income	33,211		35,077
Costs and expenses:
Cost of revenues (excludes items below)	29,593		29,294
Depreciation and amortization	827		800
Selling, general and administrative expenses	779		691
Other taxes	228		231
Total costs and expenses	31,427		31,016
Income from operations	1,784		4,061
Net interest and other financial costs	179		154
Income before income taxes	1,605		3,907
Provision for income taxes	293		823
Net income	1,312		3,084
Less net income attributable to:
Redeemable noncontrolling interest	10		23
Noncontrolling interests	365		337
Net income attributable to MPC	$	937	$	2,724
Per share data (See Note 7)
Basic:
Net income attributable to MPC per share	$	2.59	$	6.13
Weighted average shares outstanding	361		444
Diluted:
Net income attributable to MPC per share	$	2.58	$	6.09
Weighted average shares outstanding	362		447

The accompanying notes are an integral part of these consolidated financial statements.

3

Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Net income	$	1,312	$	3,084
Defined benefit plans:
Actuarial changes, net of tax of $1 and $1, respectively	2		2
Prior service, net of tax of $(3) and $(4), respectively	(11)		(13)
Other, net of tax of $(1) and $0, respectively	(3)		—
Other comprehensive loss	(12)		(11)
Comprehensive income	1,300		3,073
Less comprehensive income attributable to:
Redeemable noncontrolling interest	10		23
Noncontrolling interests	365		337
Comprehensive income attributable to MPC	$	925	$	2,713

The accompanying notes are an integral part of these consolidated financial statements.

4

Marathon Petroleum Corporation

Consolidated Balance Sheets (Unaudited)

(Millions of dollars, except share data)	March 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	3,175	$	5,443
Short-term investments	4,399		4,781
Receivables, less allowance for doubtful accounts of $50 and $44, respectively	13,171		12,187
Inventories	9,781		9,317
Other current assets	734		403
Total current assets	31,260		32,131
Equity method investments	6,831		6,260
Property, plant and equipment, net	34,963		35,112
Goodwill	8,244		8,244
Right of use assets	1,255		1,233
Other noncurrent assets	2,975		3,007
Total assets	$	85,528	$	85,987
Liabilities
Accounts payable	$	15,471	$	13,761
Payroll and benefits payable	1,180		1,115
Accrued taxes	1,243		1,221
Debt due within one year	2,457		1,954
Operating lease liabilities	472		454
Other current liabilities	964		1,645
Total current liabilities	21,787		20,150
Long-term debt	24,832		25,329
Deferred income taxes	5,831		5,834
Defined benefit postretirement plan obligations	1,182		1,102
Long-term operating lease liabilities	770		764
Deferred credits and other liabilities	1,355		1,409
Total liabilities	55,757		54,588
Commitments and contingencies (see Note 23)
Redeemable noncontrolling interest	561		895
Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)	—		—
Common stock:
Issued – 993 million and 993 million shares (par value $0.01 per share, 2 billion shares authorized)	10		10
Held in treasury, at cost – 638 million and 625 million shares	(45,674)		(43,502)
Additional paid-in capital	33,530		33,465
Retained earnings	35,199		34,562
Accumulated other comprehensive loss	(143)		(131)
Total MPC stockholders’ equity	22,922		24,404
Noncontrolling interests	6,288		6,100
Total equity	29,210		30,504
Total liabilities, redeemable noncontrolling interest and equity	$	85,528	$	85,987

The accompanying notes are an integral part of these consolidated financial statements.

5

Marathon Petroleum Corporation

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Operating activities:
Net income	$	1,312	$	3,084
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt discount	(24)		(10)
Depreciation and amortization	827		800
Pension and other postretirement benefits, net	33		14
Deferred income taxes	(35)		(5)
Net gain on disposal of assets	(20)		(3)
Income from equity method investments	(204)		(133)
Distributions from equity method investments	262		183
Changes in the fair value of derivative instruments	37		95
Changes in:
Current receivables	(964)		3,828
Inventories	(462)		(1,441)
Current liabilities and other current assets	999		(2,105)
Right of use assets and operating lease liabilities, net	1		(2)
All other, net	(230)		(248)
Net cash provided by operating activities	1,532		4,057
Investing activities:
Additions to property, plant and equipment	(585)		(457)
Acquisitions, net of cash acquired	(622)		—
Disposal of assets	1		3
Investments – acquisitions and contributions	(125)		(207)
Purchases of short-term investments	(1,661)		(2,112)
Sales of short-term investments	193		631
Maturities of short-term investments	1,885		1,162
All other, net	90		164
Net cash used in investing activities	(824)		(816)
Financing activities:
Long-term debt – borrowings	—		1,589
– repayments	(17)		(1,021)
Debt issuance costs	—		(15)
Issuance of common stock	11		17
Common stock repurchased	(2,218)		(3,180)
Dividends paid	(299)		(337)
Distributions to noncontrolling interests	(337)		(329)
Repurchases of noncontrolling interests	(75)		—
Redemption of noncontrolling interests - preferred units	—		(600)
All other, net	(42)		(31)
Net cash used in financing activities	(2,977)		(3,907)
Net change in cash, cash equivalents and restricted cash	(2,269)		(666)
Cash, cash equivalents and restricted cash at beginning of period(a)	5,446		8,631
Cash, cash equivalents and restricted cash at end of period(a)	$	3,177	$	7,965

(a)Restricted cash is included in other current assets on our consolidated balance sheets.

The accompanying notes are an integral part of these consolidated financial statements.

6

Marathon Petroleum Corporation

Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)

	MPC Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity		Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	993	$	10	(625)	$	(43,502)	$	33,465	$	34,562	$	(131)	$	6,100	$	30,504	$	895
Net income	—	—		—	—		—		937		—		365		1,302		10
Dividends declared on common stock ($0.825 per share)	—	—		—	—		—		(299)		—		—		(299)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(314)		(314)		(23)
Other comprehensive loss	—	—		—	—		—		—		(12)		—		(12)		—
Shares repurchased	—	—		(13)	(2,172)		—		—		—		—		(2,172)		—
Share-based compensation	—	—		—	—		(7)		(1)		—		(1)		(9)		—
Equity transactions of MPLX	—	—		—	—		72		—		—		138		210		(321)
Balance as of March 31, 2024	993	$	10	(638)	$	(45,674)	$	33,530	$	35,199	$	(143)	$	6,288	$	29,210	$	561

	MPC Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity		Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	990	$	10	(536)	$	(31,841)	$	33,402	$	26,142	$	2	$	6,404	$	34,119	$	968
Net income	—	—		—	—		—		2,724		—		337		3,061		23
Dividends declared on common stock ($0.75 per share)	—	—		—	—		—		(336)		—		—		(336)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(306)		(306)		(23)
Other comprehensive loss	—	—		—	—		—		—		(11)		—		(11)		—
Shares repurchased	—	—		(25)	(3,238)		—		—		—		—		(3,238)		—
Share-based compensation	1	—		—	—		3		—		—		—		3		—
Equity transactions of MPLX	—	—		—	—		3		(2)		—		(598)		(597)		—
Balance as of March 31, 2023	991	$	10	(561)	$	(35,079)	$	33,408	$	28,528	$	(9)	$	5,837	$	32,695	$	968

The accompanying notes are an integral part of these consolidated financial statements.

7

Notes to Consolidated Financial Statements (Unaudited)

1. Description of the Business and Basis of Presentation

Description of the Business

We are a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate the nation's largest refining system. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market and to independent entrepreneurs who operate branded outlets. We also sell transportation fuel to consumers through direct dealer locations under long-term supply contracts. MPC’s midstream operations are primarily conducted through MPLX LP (“MPLX”), which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and a majority limited partner interest in MPLX. See Note 4.

Basis of Presentation

These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. Certain information and disclosures derived from our audited annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from these interim financial statements.

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements include the accounts of our majority-owned, controlled subsidiaries, including MPLX. All significant intercompany transactions and accounts have been eliminated. Due to our ownership of the general partner interest of MPLX, we have determined that we control MPLX and therefore we consolidate MPLX and record a noncontrolling interest for the interest owned by the public. Changes in ownership interest in consolidated subsidiaries that do not result in a change in control are recorded as equity transactions. Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights.

Certain prior period financial statement amounts have been reclassified to conform to current period presentation.

2. Accounting Standards and Disclosure Rules

Recently Adopted

During the first quarter of 2024, we adopted ASU 2023-01, Leases (Topic 842): Common Control Arrangements. The adoption of this ASU did not have a material impact on our financial statements or disclosures.

Not Yet Adopted

SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related information in their annual reports. As part of the disclosures, material impacts from severe weather events and other natural conditions will be required in the audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending judicial review. Pending the results of the judicial review, the disclosure requirements are effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We are evaluating the impact these rules will have on our disclosures and monitoring the status of the judicial review.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued an ASU to update income tax disclosure requirements to provide consistent categories and greater disaggregation of information in the rate reconciliation and to disaggregate income taxes paid by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact this ASU will have on our disclosures.

8

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued an ASU to update reportable segment disclosure requirements primarily by requiring enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

3. Short-Term Investments

Investments Components

The components of investments were as follows:

	March 31, 2024
(Millions of dollars)	Fair Value Level	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments
Available-for-sale debt securities
Commercial paper	Level 2	$	2,774	$	—	$	(1)	$	2,773	$	210	$	2,563
Certificates of deposit and time deposits	Level 2	1,256		—		(1)		1,255		224		1,031
U.S. government securities	Level 1	637		—		(1)		636		—		636
Corporate notes and bonds	Level 2	169		—		—		169		—		169
Total available-for-sale debt securities		$	4,836	$	—	$	(3)	$	4,833	$	434	$	4,399
Cash								2,741		2,741		—
Total								$	7,574	$	3,175	$	4,399

	December 31, 2023
(Millions of dollars)	Fair Value Level	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments
Available-for-sale debt securities
Commercial paper	Level 2	$	3,154	$	2	$	—	$	3,156	$	281	$	2,875
Certificates of deposit and time deposits	Level 2	1,836		1		—		1,837		800		1,037
U.S. government securities	Level 1	785		—		(1)		784		—		784
Corporate notes and bonds	Level 2	85		—		—		85		—		85
Total available-for-sale debt securities		$	5,860	$	3	$	(1)	$	5,862	$	1,081	$	4,781
Cash								4,362		4,362		—
Total								$	10,224	$	5,443	$	4,781

Our investment policy includes concentration limits and credit rating requirements which limit our investments to high quality, short term and highly liquid securities.

Realized gains/losses were not material. All of our available-for-sale debt securities held as of March 31, 2024 mature within one year or less or are readily available for use.

4. Master Limited Partnership

We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We control MPLX through our ownership of the general partner interest and, as of March 31, 2024, we owned approximately 64 percent of the outstanding MPLX common units compared to 65 percent as of December 31, 2023. Our ownership was impacted by changes in the redeemable non-controlling interest.

Unit Repurchase Program

On August 2, 2022, MPLX announced its board of directors approved a $1.0 billion unit repurchase authorization. This unit repurchase authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if

9

any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

Total unit repurchases were as follows for the respective periods:

	Three Months Ended  March 31,
(In millions, except per unit data)	2024		2023
Number of common units repurchased	2		—
Cash paid for common units repurchased	$	75	$	—
Average cost per unit	$	40.04	$	—

As of March 31, 2024, MPLX had approximately $771 million remaining under its unit repurchase authorization.

Redemption of the Series B Preferred Units

On February 15, 2023, MPLX exercised its right to redeem all of its 600,000 outstanding preferred units (the “Series B preferred units”). MPLX paid unitholders the Series B preferred unit redemption price of $1,000 per unit. The final semi-annual distribution on the Series B preferred units was paid on February 15, 2023 in the usual manner.

The excess of the total redemption price of $600 million paid to Series B preferred unitholders over the carrying value of the Series B preferred units on the redemption date resulted in a $2 million net reduction to retained earnings.

Agreements

We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX provides transportation, storage, distribution and marketing services to us. With certain exceptions, these agreements generally contain minimum volume commitments. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Refining & Marketing and Midstream segments. We also have agreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management services and certain general and administrative services provided by us to MPLX. These transactions are eliminated in consolidation but are reflected as intersegment transactions between corporate and our Midstream segment.

Noncontrolling Interest

As a result of equity transactions of MPLX, we are required to adjust non-controlling interest and additional paid-in capital. Changes in MPC’s additional paid-in capital resulting from changes in its ownership interests in MPLX were as follows:

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Increase due to change in ownership	$	108	$	1
Tax impact	(36)		2
Increase in MPC's additional paid-in capital, net of tax	$	72	$	3

5. Variable Interest Entities

Consolidated VIE

We control MPLX through our ownership of its general partner. MPLX is a VIE because the limited partners do not have substantive kick-out or participating rights over the general partner. We are the primary beneficiary of MPLX because in addition to our significant economic interest, we also have the ability, through our ownership of the general partner, to control the decisions that most significantly impact MPLX. We therefore consolidate MPLX and record a noncontrolling interest for the interest owned by the public. We also record a redeemable noncontrolling interest related to MPLX’s Series A preferred units.

The creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 23 for more information. The assets of MPLX can only be used to settle its own obligations and its creditors have no recourse to our assets, except as noted earlier.

10

The following table presents balance sheet information for the assets and liabilities of MPLX, which are included in our consolidated balance sheets.

(Millions of dollars)	March 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	385	$	1,048
Receivables, less allowance for doubtful accounts	766		836
Inventories	163		159
Other current assets	36		33
Equity method investments	4,343		3,743
Property, plant and equipment, net	19,299		19,264
Goodwill	7,645		7,645
Right of use assets	290		264
Other noncurrent assets	1,594		1,644
Liabilities
Accounts payable	$	601	$	723
Accrued taxes	71		79
Debt due within one year	1,639		1,135
Operating lease liabilities	50		45
Other current liabilities	304		336
Long-term debt	18,805		19,296
Deferred income taxes	16		16
Long-term operating lease liabilities	231		211
Deferred credits and other liabilities	485		476

6. Related Party Transactions

Transactions with related parties were as follows:

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Sales to related parties	$	271	$	189
Purchases from related parties	580		311

Sales to related parties, which are included in sales and other operating revenues, consist primarily of refined product sales and renewable feedstock sales to certain of our equity affiliates.

Purchases from related parties are included in cost of revenues. We obtain utilities, transportation services and purchase ethanol and renewable fuels from certain of our equity affiliates.

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7. Earnings Per Share

We compute basic earnings per share by dividing net income attributable to MPC less income allocated to participating securities by the weighted average number of shares of common stock outstanding. Since MPC grants certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities, we have calculated our earnings per share using the two-class method. Diluted income per share assumes exercise of certain share-based compensation awards, provided the effect is not anti-dilutive.

	Three Months Ended  March 31,
(In millions, except per share data)	2024		2023
Net income	$	1,312	$	3,084
Net income attributable to noncontrolling interest	(375)		(360)
Net income allocated to participating securities	(1)		(2)
Redemption of preferred units	—		(2)
Income available to common stockholders	$	936	$	2,720
Weighted average common shares outstanding:
Basic	361		444
Effect of dilutive securities	1		3
Diluted	362		447
Income available to common stockholders per share:
Basic:
Net income attributable to MPC per share	$	2.59	$	6.13
Diluted:
Net income attributable to MPC per share	$	2.58	$	6.09

The following table summarizes the shares that were anti-dilutive and, therefore, were excluded from the diluted share calculation.

	Three Months Ended  March 31,
(In millions)	2024	2023
Shares issuable under share-based compensation plans	—	—

8. Equity

On October 25, 2023, MPC announced that our board of directors approved a $5.0 billion share repurchase authorization in addition to the $5.0 billion share repurchase authorizations announced on January 31, 2023 and May 2, 2023. As of March 31, 2024, $4.63 billion remained available for repurchase under these share repurchase authorizations. These share repurchase authorizations have no expiration date.

We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases, tender offers or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

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Total share repurchases were as follows for the respective periods:

	Three Months Ended  March 31,
(In millions, except per share data)	2024		2023
Number of shares repurchased	13		25
Cash paid for shares repurchased	$	2,218	$	3,180
Average cost per share(a)	$	168.05	$	126.56

(a)    The average cost per share includes excise tax on share repurchases resulting from the Inflation Reduction Act of 2022, but does not reduce the share repurchase authorization.

9. Segment Information

We have two reportable segments: Refining & Marketing and Midstream. Each of these segments is organized and managed based upon the nature of the products and services it offers.

•Refining & Marketing – refines crude oil and other feedstocks, including renewable feedstocks, at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products, including renewable diesel, through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded outlets and through long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

•Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.

Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is the chief executive officer. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Segment adjusted EBITDA for reportable segments
Refining & Marketing	$	1,874	$	3,853
Midstream	1,589		1,530
Total reportable segments	$	3,463	$	5,383
Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments	$	3,463	$	5,383
Corporate	(204)		(165)
Refining planned turnaround costs	(648)		(357)
Depreciation and amortization	(827)		(800)
Net interest and other financial costs	(179)		(154)
Income before income taxes	$	1,605	$	3,907

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	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)	$	31,485	$	33,663
Intersegment revenues	37		27
Refining & Marketing segment revenues	31,522		33,690
Midstream
Revenues from external customers(a)	1,221		1,201
Intersegment revenues	1,403		1,362
Midstream segment revenues	2,624		2,563
Total segment revenues	34,146		36,253
Less: intersegment revenues	1,440		1,389
Consolidated sales and other operating revenues(a)	$	32,706	$	34,864

(a)    Includes related party sales. See Note 6 for additional information.

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Income (loss) from equity method investments
Refining & Marketing	$	23	$	(36)
Midstream	181		169
Consolidated income from equity method investments	$	204	$	133
Depreciation and amortization
Refining & Marketing	$	460	$	464
Midstream	343		317
Corporate	24		19
Consolidated depreciation and amortization	$	827	$	800
Capital expenditures
Refining & Marketing	$	291	$	421
Midstream	327		241
Segment capital expenditures and investments	618		662
Less investments in equity method investees	125		207
Plus:
Corporate	6		7
Capitalized interest	12		21
Consolidated capital expenditures(a)	$	511	$	483

(a)Includes changes in capital expenditure accruals. See Note 19 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the three months ended March 31, 2024 and 2023 as reported in the consolidated statements of cash flows.

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10. Net Interest and Other Financial Costs

Net interest and other financial costs were as follows:

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Interest income	$	(101)	$	(121)
Interest expense	341		334
Interest capitalized	(12)		(23)
Pension and other postretirement non-service costs(a)	(11)		(23)
Loss on extinguishment of debt	—		9
Investments - net premium (discount) amortization	(39)		(28)
Other financial costs	1		6
Net interest and other financial costs	$	179	$	154

(a)See Note 22.

11. Income Taxes

We recorded a combined federal, state and foreign income tax provision of $293 million for the three months ended March 31, 2024, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests offset by state taxes.

We recorded a combined federal, state and foreign income tax provision of $823 million for the three months ended March 31, 2023, which was higher than the U.S. statutory rate primarily due to state taxes offset by permanent tax benefits related to net income attributable to noncontrolling interests.

12. Inventories

(Millions of dollars)	March 31, 2024		December 31, 2023
Crude oil	$	3,434	$	3,211
Refined products	5,273		4,940
Materials and supplies	1,074		1,166
Total	$	9,781	$	9,317

Inventories are carried at the lower of cost or market value. Costs of crude oil and refined products are aggregated on a consolidated basis for purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values.

13. Equity Method Investments

Midstream Acquisition

On March 22, 2024, MPLX used $625 million of cash on hand to purchase additional ownership interest in existing joint ventures and gathering assets which will enhance our position in the Utica basin. Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin. OGC continues to be accounted for as an equity method investment as MPLX did not obtain control of OGC as a result of the transaction. OGC is considered a VIE as MPLX is not deemed to be the primary beneficiary due to voting rights on significant matters. The acquisition date fair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately $86 million. OCC was previously accounted for as an equity method investment, and it is now consolidated and included in our consolidated financial results.

The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $625 million. The preliminary determination of the fair value includes $518 million related to acquired interests in the joint ventures and the remaining balance related to other acquired assets and liabilities. The revaluation of MPLX’s existing 62 percent equity method investment in OCC resulted in a

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$20 million gain, which is included in the net gain on disposal of assets line of the accompanying consolidated statements of income. The fair value of equity method investments was based on a discounted cash flow model.

LF Bioenergy Acquisition

On March 8, 2023, MPC announced the acquisition of a 49.9 percent interest in LF Bioenergy, an emerging producer of renewable natural gas (“RNG”) in the U.S., for approximately $56 million, which included funding for on-going operations and project development. LF Bioenergy has been focused on developing and growing a portfolio of dairy farm-based, low carbon intensity RNG projects.

LF Bioenergy is a VIE since it is unable to fund its operations without financial support from its equity owners. We are not the primary beneficiary of this VIE because we do not have the ability to control the activities that significantly influence the economic outcomes of the entity and, therefore, do not consolidate the entity. MPC accounts for our ownership interest in LF Bioenergy as an equity method investment.

14. Property, Plant and Equipment (PP&E)

	March 31, 2024						December 31, 2023
(Millions of dollars)	Gross PP&E		Accumulated Depreciation		Net PP&E		Gross PP&E		Accumulated Depreciation		Net PP&E
Refining & Marketing	$	32,441	$	18,099	$	14,342	$	32,496	$	17,992	$	14,504
Midstream	29,950		9,889		20,061		29,620		9,589		20,031
Corporate	1,638		1,078		560		1,632		1,055		577
Total	$	64,029	$	29,066	$	34,963	$	63,748	$	28,636	$	35,112

15. Fair Value Measurements

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 by fair value hierarchy level. We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty, including any related cash collateral as shown below; however, fair value amounts by hierarchy level are presented on a gross basis in the following tables.

	March 31, 2024
	Fair Value Hierarchy
(Millions of dollars)	Level 1		Level 2		Level 3		Netting and Collateral(a)		Net Carrying Value on Balance Sheet(b)		Collateral Pledged Not Offset
Assets:
Commodity contracts	$	197	$	—	$	—	$	(197)	$	—	$	67
Liabilities:
Commodity contracts	$	231	$	—	$	—	$	(231)	$	—	$	—
Embedded derivatives in commodity contracts	—		—		69		—		69		—

	December 31, 2023
	Fair Value Hierarchy
(Millions of dollars)	Level 1		Level 2		Level 3		Netting and Collateral(a)		Net Carrying Value on Balance Sheet(b)		Collateral Pledged Not Offset
Assets:
Commodity contracts	$	244	$	—	$	—	$	(220)	$	24	$	73
Liabilities:
Commodity contracts	$	249	$	—	$	—	$	(249)	$	—	$	—
Embedded derivatives in commodity contracts	—		—		61		—		61		—

(a)Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of March 31, 2024, cash collateral of $34 million was netted with mark-to-market derivative liabilities. As of December 31, 2023, cash collateral of $29 million was netted with mark-to-market derivative liabilities.

(b)We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.

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Level 3 instruments relate to an embedded derivative liability for a natural gas purchase commitment embedded in a keep‑whole processing agreement. The fair value calculation for these Level 3 instruments at March 31, 2024 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.66 to $1.61 per gallon with a weighted average of $0.83 per gallon and (2) the probability of renewal of 100 percent for the five-year term of the natural gas purchase commitment and related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability.

The following is a reconciliation of the beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Beginning balance	$	61	$	61
Unrealized and realized loss included in net income(a)	12		—
Settlements of derivative instruments	(4)		(3)
Ending balance	$	69	$	58
The amount of total loss for the period included in earnings attributable to the change in unrealized loss relating to liabilities still held at the end of period(a):	$	11	$	—

(a)    The loss is included in cost of revenues on the consolidated statements of income.

Fair Values – Non-recurring

Non-recurring fair value measurements and disclosures in 2024 relate to the purchase of additional ownership interest in existing joint ventures and gathering assets as discussed in Note 13.

Fair Values – Reported

We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities, approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. The borrowings under our revolving credit facilities, which include variable interest rates, approximate fair value. The fair value of our long-term debt is based on prices from recent trade activity and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $27.0 billion and $25.3 billion at March 31, 2024, respectively, and approximately $27.0 billion and $25.5 billion at December 31, 2023, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs which are netted against our total debt.

16. Derivatives

For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 15. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

Derivatives that are not designated as accounting hedges may include commodity derivatives used to hedge price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil, (4) the acquisition of ethanol for blending with refined products, (5) the sale of NGLs, (6) the purchase of natural gas and (7) the purchase of soybean oil.

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The following table presents the fair value of derivative instruments as of March 31, 2024 and December 31, 2023 and the line items in the consolidated balance sheets in which the fair values are reflected. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.

(Millions of dollars)	March 31, 2024				December 31, 2023
Balance Sheet Location	Asset		Liability		Asset		Liability
Commodity derivatives
Other current assets	$	197	$	231	$	244	$	249
Other current liabilities(a)	—		13		—		11
Deferred credits and other liabilities(a)	—		56		—		50

(a)     Includes embedded derivatives.

The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of March 31, 2024.

	Percentage of contracts that expire next quarter	Position
(Units in thousands of barrels)		Long	Short
Exchange-traded(a)
Crude oil	68.1%	44,665	52,077
Refined products	94.8%	19,575	20,404
Blending products	80.1%	7,186	3,983
Soybean oil	67.3%	4,282	4,806

(a)    Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 12,308 long and 12,188 short; Refined products - 445 long and 614 short. There are no spread contracts for blending products or soybean oil.

The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income: 

	Gain (Loss)
(Millions of dollars)	Three Months Ended  March 31,
Income Statement Location	2024		2023
Sales and other operating revenues	$	—	$	2
Cost of revenues	(74)		61
Other income	—		1
Total	$	(74)	$	64

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17. Debt

Our outstanding borrowings at March 31, 2024 and December 31, 2023 consisted of the following:

(Millions of dollars)	March 31, 2024		December 31, 2023
Marathon Petroleum Corporation:
Senior notes	$	6,449	$	6,449
Notes payable	1		1
Finance lease obligations	457		464
Total	6,907		6,914
MPLX LP:
Senior notes	20,700		20,700
Finance lease obligations	6		6
Total	20,706		20,706
Total debt	27,613		27,620
Unamortized debt issuance costs	(138)		(141)
Unamortized discount, net of unamortized premium	(186)		(196)
Amounts due within one year	(2,457)		(1,954)
Total long-term debt due after one year	$	24,832	$	25,329

Available Capacity under our Credit Facilities as of March 31, 2024

(Millions of dollars)	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity		Weighted Average Interest Rate		Expiration
MPC, excluding MPLX
MPC bank revolving credit facility	$	5,000	$	—	$	1	$	4,999	—	%	July 2027
MPC trade receivables securitization facility(a)	100		—		—		100		—		September 2024
MPLX
MPLX bank revolving credit facility	2,000		—		—		2,000		—	%	July 2027

(a)    The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million. In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks.

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18. Revenue

The following table presents our revenues from external customers disaggregated by segment and product line.

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Refining & Marketing
Refined products	$	29,247	$	31,923
Crude oil	1,788		1,330
Services and other	450		410
Total revenues from external customers	31,485		33,663
Midstream
Refined products	373		420
Services and other	848		781
Total revenues from external customers	1,221		1,201
Sales and other operating revenues	$	32,706	$	34,864

We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of March 31, 2024, we do not have future performance obligations that are material to future periods.

Receivables

On the accompanying consolidated balance sheets, receivables, less allowance for doubtful accounts primarily consists of customer receivables. Significant, non-customer balances included in our receivables at March 31, 2024 include matching buy/sell receivables of $5.43 billion.

19. Supplemental Cash Flow Information

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	359	$	342
Net income taxes paid to (received from) taxing authorities	(22)		(18)

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:

	Three Months Ended  March 31,
(Millions of dollars)	2024		2023
Additions to property, plant and equipment per the consolidated statements of cash flows	$	585	$	457
Increase (decrease) in capital accruals	(74)		26
Total capital expenditures	$	511	$	483

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20. Other Current Liabilities

The following summarizes the components of other current liabilities:

(Millions of dollars)	March 31, 2024		December 31, 2023
Environmental credits liability	$	331	$	778
Accrued interest payable	258		316
Other current liabilities	375		551
Total other current liabilities	$	964	$	1,645

21. Accumulated Other Comprehensive Income (Loss)

The following table shows the changes in accumulated other comprehensive income (loss) by component. Amounts in parentheses indicate debits.

(Millions of dollars)	Pension Benefits		Other Benefits		Other		Total
Balance as of December 31, 2022	$	(163)	$	165	$	—	$	2
Other comprehensive gain before reclassifications, net of tax of $1	—		3		—		3
Amounts reclassified from accumulated other comprehensive loss:
Amortization of prior service credit(a)	(11)		(5)		—		(16)
Amortization of actuarial gain(a)	(2)		—		—		(2)
Tax effect	3		1		—		4
Other comprehensive loss	(10)		(1)		—		(11)
Balance as of March 31, 2023	$	(173)	$	164	$	—	$	(9)

(Millions of dollars)	Pension Benefits		Other Benefits		Other		Total
Balance as of December 31, 2023	$	(261)	$	129	$	1